Gentlemen:

 At the request and for the account of Compania Panamena de Aviacion, S.A.
("Lessee"), a corporation organized and existing under the laws of Panama, we
hereby establish in your favor, as lessor under that certain Aircraft Lease
Agreement dated as of November 18, 1998 (the "Lease Agreement"), between
Aviation Financial Services Inc. as lessor and Lessee as lessee, our Irrevocable
Standby Letter of Credit No. \_\_\_\_\_, in the aggregate maximum amount of [as
specified in Exhibit C to the Lease Agreement], effective on the date set forth
above and expiring on the LOC Expiration Date (as defined below).

 (i) Funds under this Letter of Credit will be made available to you by wire
transfer in immediately available funds in United States Dollars to an account
to be designated by you in the sight draft referred to below on any Business Day
(as defined below) occurring on or before the LOC Expiration Date, upon
presentation at our offices located at [\_\_\_\_\_\_\_\_\_\_\_\_\_\_], of a sight draft in the
form attached hereto as Annex A setting forth the amount of the drawing and
referring expressly thereon to the number of this Letter of Credit. We hereby
confirm with you that drafts in conformity with the terms of this Letter of
Credit will be duly honored on the date of such presentation as set forth
herein. All payments hereunder shall be made, free and clear of, and without
deduction for, any present or future fees, taxes, restriction or conditions of
any nature, and without setoff or counterclaim for any reason whatsoever.